SERIES H FLOATING RATE NOTE Exhibit 4(e)
REGISTERED PRINCIPAL AMOUNT
NO. NO. McDONALD'S CORPORATION
MEDIUM-TERM NOTE, SERIES H
(FLOATING RATE) CUSIP
Due from 1 Year to 60 Years from Date of Issue
IF THE REGISTERED OWNER OF THIS NOTE (AS INDICATED
BELOW) IS THE DEPOSITORY TRUST COMPANY ("DTC") OR A NOMINEE OF DTC, THIS NOTE IS
A GLOBAL SECURITY AND THE FOLLOWING LEGEND IS APPLICABLE: UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC, TO COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY
CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO. HAS AN INTEREST HEREIN. UNLESS AND UNTIL IT IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES REPRESENTED HEREBY IN DEFINITIVE REGISTERED
FORM, THIS REGISTERED GLOBAL SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY DTC TO A NOMINEE OF DTC, OR BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF
DTC, OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF
SUCH SUCCESSOR DEPOSITARY.
IF APPLICABLE, THE "TOTAL AMOUNT OF OID," "YIELD TO
STATED MATURITY" AND "INITIAL ACCRUAL PERIOD OID" (COMPUTED UNDER THE
APPROXIMATE METHOD) SET FORTH BELOW WILL BE COMPLETED SOLELY FOR THE PURPOSES OF
APPLYING THE FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES.
Optional Redemption:
Optional Redemption Dates:
Redemption Prices:
[_] The Redemption Price shall initially be % of the principal amount
of the Note to be redeemed and shall decline at each anniversary
of the initial Optional Redemption Date by % of the principal
amount to be redeemed until the Redemption Price is 100% of such
principal amount; provided, however, that if this Note is an
Original Issue Discount Note, the Redemption Price shall be the
Amortized Face Amount of the principal amount to be redeemed.
[_] Other:
Sinking Fund: Amortizing Note:
Sinking Fund Dates: Amortization Schedule:
Sinking Fund Amounts:
Optional Repayment: Original Issue Discount Note:
Optional Repayment Dates: Total Amount of OID:
Optional Repayment Prices: Yield to Stated Maturity:
Initial Accrual Period OID:
McDONALD'S CORPORATION, a corporation duly organized and existing under the
laws of the State of Delaware (herein called the "Company", which term includes
any successor corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
or registered assigns, on the Stated Maturity shown above,
the principal sum specified above (or so much thereof as shall then remain
outstanding) in the currency specified above (the "Specified Currency") and to
pay interest on the principal sum outstanding from time to time in the Specified
Currency at the Initial Interest Rate shown above from and including the
Original Issue Date shown above until but excluding the first Interest Reset
Date shown above following the Original Issue Date and thereafter at the Base
Rate shown above, adjusted by the Spread and/or Spread Multiplier, if any, shown
above, determined in accordance with the provisions on the reverse hereof, until
said principal amount is paid or duly provided for in accordance with the terms
hereof. The interest so payable, and punctually paid or duly provided for, on
each Interest Payment Date as specified on the face hereof shall, as provided in
the Indenture referred to on the reverse hereof, be paid to the person in whose
name this Note is registered at the close of business on the Regular Record Date
for such interest as specified on the face hereof, which, unless otherwise
specified on the face hereof, shall be the date (whether or not a Business Day),
15 calendar days immediately preceding such Interest Payment Date.
Notwithstanding the foregoing, if this Note is issued between a Regular Record
Date and the related Interest Payment Date, the interest so payable for the
period from the Original Issue Date to such Interest Payment Date shall be paid
on the next succeeding Interest Payment Date to the Registered Holder hereof on
the related Regular Record Date. For purposes of this Note, "Business Day" means
any day, other than Saturday or Sunday, that is (i) neither a legal holiday nor
a day on which banking institutions are authorized or required by law,
regulation or executive order to close in (a) The City of New York, (b) the City
of Chicago, or (c) if the Specified Currency for this Note is other than U.S.
dollars, or Euro, the Principal Financial Center (as defined below) of the
country issuing such currency; (ii) if the Specified Currency for this Note is
Euro, a day on which the TARGET System is operating or in any other place or any
other days as may be specified herein; and (iii) if this Note is a LIBOR Note, a
London Business Day. "Principal Financial Center" will generally be the capital
city of the country issuing the currency or composite currency in which any
payment in respect of this Note is to be made, except that with respect to
Australian dollars, U.S. dollars, Swiss francs and Euro, the Principal Financial
Center shall be Sydney, The City of New York, Zurich and Brussels, respectively.
"London Business Day" means a day on which banking institutions are open for
business (including dealings in the LIBOR Currency) in London.
The principal hereof and any premium and interest hereon are payable by the
Company in the Specified Currency shown above. If the Specified Currency shown
above is other than U.S. dollars, the Company or the Paying Agent will (unless
otherwise specified on the face hereof) arrange to convert all payments in
respect hereof into U.S. dollars in the manner described on the reverse hereof.
The Holder hereof may, if so indicated above, elect to receive all payments in
respect hereof in the Specified Currency by delivery of a written notice to the
Paying Agent not later than 15 calendar days prior to the applicable payment
date. Such election will remain in effect until revoked by written notice to the
Paying Agent received not later than 15 calendar days prior to the applicable
payment date. If the Company determines that the Specified Currency is not
available to the Company for making payments in respect hereof due to the
imposition of exchange controls or other circumstances beyond the Company's
control, then the Holder hereof may not so elect to receive payments in the
Specified Currency, and any such outstanding election shall be automatically
suspended, and payments
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shall be in U.S. dollars, until the Company determines that the Specified
Currency is again available to the Company for making such payments.
If this Note is a Certificated Note, payments of interest in U.S. dollars
(other than interest payable at Maturity) will be made by check mailed to the
address of the Person entitled thereto as such address shall appear on the Debt
Security Register on the applicable Regular Record Date, provided that, if the
Holder hereof is the Holder of U.S.$10,000,000 (or the equivalent thereof in a
Specified Currency other than U.S. dollars determined as provided on the reverse
hereof) or more in aggregate principal amount of Notes of like tenor and term,
such U.S. dollar interest payments will be made by wire transfer of immediately
available funds, but only if appropriate wire transfer instructions have been
received in writing by the Paying Agent not less than 15 calendar days prior to
the applicable Interest Payment Date. Simultaneously with any election by the
Holder hereof to receive payments in respect hereof in the Specified Currency
(if other than U.S. dollars), such Holder shall provide appropriate wire
transfer instructions to the Paying Agent and all such payments will be made by
wire transfer of immediately available funds to an account maintained by the
payee with a bank located outside the United States. Unless otherwise specified
on the face hereof, the principal hereof and any premium and interest hereon
payable at Maturity will be paid in immediately available funds upon surrender
of this Note at the Place of Payment. If this Note is a Global Security,
beneficial owners of interest herein will be paid in accordance with DTC's and
its participants' procedures in effect from time to time.
Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, and such further provisions shall for all purposes have
the same effect as if set forth in this place.
Unless the Certificate of Authentication hereon has been executed by the
Trustee referred to on the reverse hereof (or by an Authenticating Agent, as
provided in the Indenture) by manual signature, this Note shall not be entitled
to any benefit under the Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, McDonald's Corporation has caused this Note to be
signed in its corporate name by the Chairman of the Board or its President or
one of its Vice Presidents manually or in facsimile and a facsimile of its
corporate seal to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or one of its Assistant Secretaries.
Dated:______________
McDONALD'S CORPORATION
By:____________________________________
Senior Vice President and Treasurer
ATTEST:
By:__________________________
Secretary
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Debt Securities of the series designated herein provided
for in the within mentioned Indenture.
Dated:______________
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Trustee
BANK ONE TRUST COMPANY, N.A.,
as Authenticating Agent
By:____________________________________
Authorized Signatory
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MCDONALD'S CORPORATION
MEDIUM-TERM NOTE, SERIES H
(FLOATING RATE)
This Note is one of a single series of duly authorized issue of
debentures, notes or other evidences of indebtedness of the Company (the "Debt
Securities") of a single series hereinafter specified, all issued or to be
issued in one or more series under a Senior Debt Securities Indenture, dated as
of October 19, 1996 (herein called the "Indenture"), between the Company and
Wachovia Bank, National Association (formerly, First Union National Bank), as
trustee (the "Trustee", which term includes any successor Trustee under the
Indenture) to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and the Holders of
the Debt Securities and of the terms upon which the Debt Securities are, and are
to be, authenticated and delivered. The Debt Securities may be issued in one or
more series, which different series may be issued in various currencies, may be
issued in various aggregate principal amounts, may mature at different times,
may bear interest (if any) at different rates, may be subject to different
redemption provisions (if any), may be subject to different sinking, purchase or
analogous funds (if any), may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided. This Debt Security
is one of the series designated on the face hereof, limited in aggregate initial
public offering price or purchase price of up to U.S.$1,975,000,000 or the
equivalent thereof in one or more foreign currencies, including the Euro,
subject to reduction as a result of the sale of other Debt Securities. The U.S.
dollar equivalent of the public offering price or purchase price of Notes
denominated in a foreign currency will be determined by an agent designated by
the Company, which initially shall be Bank One Trust Company, N.A. (the "Paying
Agent"), on the basis of the noon buying rate in New York City for cable
transfers in foreign currencies as certified for customs purposes by the Federal
Reserve Bank of New York (the "Market Exchange Rate") for such currencies on the
applicable trade dates.
"Maturity", when used with respect to this Note, means the date on which
the principal of this Note or an installment of principal becomes due and
payable as provided herein or in the Indenture, whether at Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.
Unless otherwise specified on the face hereof in the case of Notes
represented by a Global Security, the authorized denominations of Notes
denominated in U.S. dollars will be U.S.$1,000 and any larger amount that is a
multiple of U.S.$1,000. The authorized denominations of Notes denominated in a
currency other than U.S. dollars will be as set forth on the respective faces
thereof.
Each Note will be issued initially as either a Book-Entry Note or a
Certificated Note.
If the Specified Currency is other than U.S. dollars, the amount of any
U.S. dollar payment to be made in respect hereof will be determined by the
Paying Agent based on
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the highest firm bid quotation expressed in U.S. dollars received by the Paying
Agent as of 11:00 A.M., New York City time, on the second Business Day before
the applicable payment date (or, if no such rate is quoted on such date, the
Paying Agent will use the last date on which such rate was quoted) from three
(or, if three are not available, then two) recognized foreign exchange dealers
in The City of New York (which may include the agents, their affiliates or the
Paying Agent) selected by the Paying Agent for the purchase by the quoting
dealer, for settlement on such payment date, of the aggregate amount of the
Specified Currency payable on such payment date in respect of all Notes
denominated in such Specified Currency. All currency exchange costs will be
borne by the Holders of such Notes by deductions from such U.S. dollar payments.
If no such bid quotations are available, then such payments will be made in the
Specified Currency, unless the Specified Currency is unavailable due to the
imposition of exchange controls or to other circumstances beyond the Company's
control, in which case payment will be made as described in the next paragraph.
If the Specified Currency is other than U.S. dollars and this Note is a
Global Note, the Holder of a beneficial interest in this Global Note may elect
to receive a payment or payments in the Specified Currency by notifying the DTC
participant through which its Notes are held on or prior to the applicable
Record Date of (1) the Holder's election to receive all or a portion of the
payment in the Specified Currency, and (2) wire transfer instructions to an
account located outside of the United States. DTC must be notified of an
election and wire transfer instructions (1) on or prior to the third New York
Business Day (as defined below) after the Record Date for any payment of
interest, and (2) on or prior to the tenth New York Business Day after the
Record Date for any payment of principal. DTC will notify the Paying Agent of an
election and wire transfer instructions (1) on or prior to 5:00 P.M. New York
City time on the fifth New York Business Day after the Record Date for any
payment of interest, and (2) on or prior to 5:00 P.M. New York City time on the
twelfth New York Business Day after the Record Date for any payment of
principal. If complete instructions are forwarded to DTC through DTC
participants and by DTC to the Paying Agent on or prior to such dates, such
Holder will receive payment in the Specified Currency outside of DTC; otherwise,
only U.S. dollar payments will be made by the Paying Agent to DTC.
The term "New York Business Day" means any day other than a Saturday or
Sunday or a day on which banking institutions in the City of New York are
authorized or required by law or executive order to close.
Except as set forth below, if any payment in respect hereof is required
to be made in a Specified Currency other than U.S. dollars and such currency is
unavailable to the Company due to the imposition of exchange controls or other
circumstances beyond the Company's control or is no longer used by the
government of the country issuing such currency (unless otherwise replaced by
the Euro) or for the settlement of transactions by public institutions of or
within the international banking community, then such payment shall be made in
U.S. dollars until such currency is again available to the Company or so used.
The amount so payable in such foreign currency shall be converted into U.S.
dollars on the basis of the most recently available Market Exchange Rate for
such
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currency or as otherwise indicated on the face hereof. Any payment made under
such circumstances in U.S. dollars will not constitute an Event of Default under
the Indenture.
If the principal of and any interest and premium, if any, on the Notes
of a series is payable in any Specified Currency other than U.S. dollars and (i)
the country of which such Specified Currency has been a currency of legal tender
for the payment of public and private debts (the "Currency Country") becomes a
Participating Member State (as defined below), then the Company may, solely at
its option and without the consent of the Holders of such Notes or the need to
amend the Indenture, on any Interest Payment Date after the date on which such
country has become a Participating Member State has occurred, (such Interest
Payment Date, a "Redenomination Date"), redenominate all of those Notes into
Euros upon the giving of not less than 30 days' notice thereof in accordance
with the terms of such Notes, which notice shall set forth the manner in which
such redenomination shall be effected. If the Company elects to redenominate a
series of Notes, the election to redenominate will have effect as follows:
1. each denomination will be deemed to be denominated in such amount of
Euro as is equivalent to its denomination or the amount of interest in
the Specified Currency at the Fixed Conversion Rate (as defined below)
adopted by the Council of the European Union for the Specified
Currency, rounded down to the nearest Euro 0.01;
2. after the Redenomination Date, all payments in respect of those
Notes, other than payments of interest in respect of periods
commencing before the Redenomination Date, will be made solely in Euro
as though references in those Notes to the Specified Currency were to
Euro. Payments will be made in Euro by credit or transfer to a Euro
account (or any other account to which Euro may be credited or
transferred) specified by the payee, or at the option of the payee, by
a Euro cheque;
3. if those Notes redenominated in accordance with this section are
Notes bearing interest at a floating rate, the pricing supplement will
specify any relevant changes to the provisions relating to interest;
and
4. such other changes shall be made to the terms of those Notes as we
may decide, after consultation with the Trustee, and as may be
specified in the notice, to conform them to conventions then
applicable to debt securities denominated in Euro or to enable those
Notes to be consolidated with other notes whether or not originally
denominated in the Specified Currency or Euro. Any such other changes
will not take effect until after they have been notified to the
Holders.
The definitions of Business Day and Market Day that shall apply to the
Notes for payments on or in respect thereof following any redenomination thereof
and for all other purposes under the Notes and under the Indenture shall be (A)
business day and market day definitions for fixed or floating rate (as
applicable) Euro-denominated debt obligations issued in the Euromarkets and held
in international clearing systems which are consistent with existing or
anticipated market practices as determined by the
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Company or (B) if no such Business Day and Market Day definitions are so
determined, the definitions of Business Day and Market Day which applied to such
Notes before redenomination or (C) if the Company would be unable to make
payments on the Notes on the date that payment is expressed to be due if (B)
above were to apply, such other business day and market day definitions as are
determined by the Company.
"EMU" means Economic and Monetary Union as contemplated by the Treaty
of Rome;
"Euro" means the single or unified currency to be introduced in the
Participating Member States, whether known as the Euro or otherwise;
"Fixed Conversion Rate" with respect to any Specified Currency means
the irrevocably fixed conversion rate between the Euro and such Specified
Currency adopted by the Council of the European Union according to Article 109
1(4) first sentence of the Treaty of Rome;
"Maastricht Treaty" means the treaty on European Union which was signed
in Maastricht on February 1, 1992 and came into force on November 1, 1993;
"Participating Member State" means a member state of the European Union
that adopts the Euro in accordance with the Treaty of Rome; and
"Treaty of Rome" means the Treaty of Rome of March 25, 1957, as amended
by the Single European Act of 1986 and the Maastricht Treaty, establishing the
European Community, as amended from time to time.
The Company may, with the consent of the Trustee, and without the need
to obtain the consent of the Holders of any Note, make any changes or additions
to the terms of the Notes of a series which correct any manifest error or any
ambiguity or correct or supplement any defective provisions described herein,
and which changes or additions the Company and the Trustee believe are not
materially prejudicial to the interests of the Holders of the Notes of such
series. Any such change or addition shall be binding on the Company, the Holders
of the Notes of such series, the Trustee, the Paying Agents and any other agent
of the Company. Any such change or addition shall be considered to be made by
operation of the terms of the relevant Notes. The Company shall promptly give
notice of any such change or addition.
Except as provided in the Note or in the Pricing Supplement with
respect to the redenomination of the Notes into Euros, the occurrence or
non-occurrence of an EMU Event (as defined below) or the entry into force of any
law, regulation, directive or order requiring redenomination to be undertaken on
terms different than those described herein, will not have the effect of
altering any term of, or discharging or excusing performance under, the
Indenture or Notes, nor give the Company, the Trustee or the Holder of such
Notes, the right unilaterally to alter or terminate the Indenture or Notes or
give rise to any Event of Default or otherwise be the basis for any
acceleration, early redemption, rescission, notice, repudiation, adjustment or
renegotiation of the terms of the Indenture or Notes. The occurrence or
non-occurrence of an EMU Event will be
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considered to occur automatically pursuant to the terms of the Notes. For
purposes hereof, "EMU Event" means any event associated with EMU in the European
Union, including, without limitation, each (and any combination) of (i) the
fixing of exchange rates between the currency of a Participating Member State
and the Euro or between the currencies of Participating Members States; (ii) the
introduction of the Euro as lawful currency in a Participating Member State;
(iii) the withdrawal from legal tender of any currency that, before the
introduction of the Euro, was lawful currency in any of the Participating Member
States; or (iv) the disappearance or replacement of a relevant rate option or
other price source for the national currency of any participating Member State,
or the failure of the agreed sponsor (or a successor sponsor) to publish or
display a relevant rate, index, price, page or screen.
If so specified on the face hereof, the Company may, at its option,
redeem this Note in whole, or from time to time in part in accordance with the
procedures set forth in the Indenture, on the date or dates designated as the
Optional Redemption Date(s) on the face hereof, at the Redemption Price(s)
specified on the face hereof declining from a specified premium, if any, to par,
together with accrued interest to the Optional Redemption Date. The Company may
exercise such option by causing the Trustee or the Paying Agent to mail a notice
of such redemption at least 30 but not more than 60 days prior to the applicable
Optional Redemption Date. In the event of redemption of this Note in part only,
a new Note or Notes for the unredeemed portion hereof shall be issued in the
name of the Holder hereof upon the cancellation hereof.
If so specified on the face hereof, this Note will be repayable prior
to its Stated Maturity at the option of the Holder on the Optional Repayment
Date(s) shown on the face hereof at the Optional Repayment Price(s) shown on the
face hereof, together with accrued interest to the date of repayment. In order
for this Note to be repaid, the Paying Agent must receive at least 30 but not
more than 45 days prior to an Optional Repayment Date (i) this Note with the
form below entitled "Option to Elect Repayment" duly completed; or (ii) a
facsimile transmission or letter from a member of a national securities exchange
or the National Association of Securities Dealers, Inc. or a commercial bank or
trust company in the United States of America setting forth the name of the
Holder of this Note, the principal amount of the Note to be repaid, the
certificate number or a description of the tenor and terms of this Note, a
statement that the option to elect repayment is being exercised thereby and a
guarantee that this Note with the form below entitled "Option to Elect
Repayment" duly completed will be received by the Paying Agent not later than
five Business Days after the date of such facsimile transmission or letter. If
the procedure described in clause (ii) of the preceding sentence is followed,
this Note with the form duly completed must be received by the Paying Agent by
such fifth Business Day. Any tender of this Note for repayment shall be
irrevocable. The repayment option may be exercised by the Holder of this Note
for less than the entire principal amount of the Note, provided that the
principal amount of this Note remaining outstanding after repayment is an
authorized denomination. Upon such partial repayment, this Note shall be
canceled and a new Note or Notes for the remaining principal amount hereof shall
be issued in the name of the Holder of this Note.
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Unless otherwise specified on the face hereof, this Note will not be
subject to any sinking fund. Any such sinking fund shall be administered in
accordance with the terms specified on the face hereof and otherwise as set
forth in the Indenture.
Notwithstanding anything herein to the contrary, if this Note is an
Original Issue Discount Note, the amount payable in the event of redemption or
repayment prior to the Stated Maturity hereof, in lieu of the principal amount
due at the Stated Maturity hereof, shall be the Amortized Face Amount of this
Note as of the Optional Redemption Date or the Optional Repayment Date, as the
case may be. The "Amortized Face Amount" of this Note shall be the amount equal
to (a) the Issue Price (as set forth on the face hereof) plus (b) that portion
of the difference between the Issue Price and the principal amount hereof that
has accrued at the Yield to Stated Maturity (as set forth on the face hereof)
(computed in accordance with generally accepted United States bond yield
computation principles) at the date as of which the Amortized Face Amount is
calculated, but in no event shall the Amortized Face Amount of this Note, if it
is an Original Issue Discount Note, exceed its principal amount.
This Note will bear interest from its Original Issue Date to the first
Interest Reset Date (as defined below) at the Initial Interest Rate set forth on
the face hereof. Thereafter, the interest rate hereon for each Interest Reset
Period (as defined below) will be determined by reference to the Base Rate or
Rates specified on the face hereof, plus or minus the Spread, if any, and/or
multiplied by the Spread Multiplier, if any, specified on the face hereof. The
Base Rates that may be specified on the face hereof are the CD Rate, the CMT
Rate, the Commercial Paper Rate, the Federal Funds Rate, LIBOR, the Treasury
Rate, the Prime Rate or any other Base Rate or formula specified on the face
hereof. "H.15(519)" means the publication entitled "Statistical Release
H.15(519), Selected Interest Rates" or any successor publication, published by
the Board of Governors of the Federal Reserve System. "Composite Quotations"
means the daily statistical release entitled "Composite 3:30 P.M. Quotations for
U.S. Government Securities" published by the Federal Reserve Bank of New York.
As specified on the face hereof, this Note may also have either or both
of the following (in each case expressed as a rate per annum on a simple
interest basis): (i) a maximum limitation, or ceiling, on the rate at which
interest may accrue during any interest period ("Maximum Interest Rate") and
(ii) a minimum limitation, or floor, on the rate at which interest may accrue
during any interest period ("Minimum Interest Rate"). In addition to any Maximum
Interest Rate that may be specified on the face hereof, the interest rate will
in no event be higher than the maximum rate permitted by applicable law, as the
same may be modified by United States law of general application.
The interest rate hereon will be reset daily, weekly, monthly,
quarterly, semiannually or annually (such period being the "Interest Reset
Period" specified on the face hereof, and the first day of each Interest Reset
Period being an "Interest Reset Date"). Unless otherwise specified on the face
hereof, the Interest Reset Dates will be, if this Note resets daily, each
Business Day; if this Note (unless this Note is a Treasury Rate Note) resets
weekly, Wednesday of each week; if this Note is a Treasury Rate Note that
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resets weekly, Tuesday of each week (except as provided below under
"Determination of Treasury Rate"); if this Note resets monthly, the third
Wednesday of each month; if this Note resets quarterly, the third Wednesday of
March, June, September and December of each year; if this Note resets
semiannually, the third Wednesday of each of the two months of each year
specified on the face hereof; and if this Note resets annually, the third
Wednesday of one month of each year specified on the face hereof. If an Interest
Reset Date would otherwise be a day that is not a Business Day, such Interest
Reset Date shall be postponed to the next succeeding Business Day, except that,
if the Base Rate specified on the face hereof is LIBOR and such Business Day is
in the next succeeding calendar month, such Interest Reset Date shall be the
immediately preceding Business Day.
Unless otherwise specified on the face hereof, the interest payable hereon
on each Interest Payment Date shall be the accrued interest from and including
the Original Issue Date or the last date to which interest has been paid or duly
provided for, as the case may be, to but excluding such Interest Payment Date or
Maturity, as the case may be. Unless otherwise specified on the face hereof,
accrued interest shall be calculated by multiplying the principal amount hereof
by an accrued interest factor. Such accrued interest factor will be computed by
adding the interest factors calculated for each day in the period for which
accrued interest is being calculated. Unless otherwise specified on the face
hereof, the interest factor (expressed as a decimal calculated to seven decimal
places without rounding) for each such day shall be computed by dividing the
interest rate in effect on such day by 360 if the Base Rate specified on the
face hereof is the CD Rate, the Commercial Paper Rate, the Federal Funds Rate,
LIBOR or the Prime Rate, or by the actual number of days in the year, if the
Base Rate specified on the face hereof is the Treasury Rate or the CMT Rate. For
purposes of making the foregoing calculation, the interest rate in effect on any
Interest Reset Date will be the applicable rate as reset on such date. Unless
otherwise specified on the face hereof, all percentages resulting from any
calculation of the rate of interest hereof will be rounded, if necessary, to the
nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage
point rounded upward, and all currency amounts used in or resulting from such
calculation will be rounded to the nearest one-hundredth of a unit (with .005 of
a unit being rounded upward).
Unless otherwise specified on the face hereof and except as provided below,
interest will be payable, if this Note resets daily, weekly or monthly, on the
third Wednesday of each month or on the third Wednesday of March, June,
September and December of each year, as specified on the face hereof; if this
Note resets quarterly, on the third Wednesday of March, June, September and
December of each year; if this Note resets semiannually, on the third Wednesday
of each of the two months of each year specified on the face hereof; and if this
Note resets annually, on the third Wednesday of one month of each year specified
on the face hereof (each such day being an "Interest Payment Date") and, in each
case, at Maturity. If an Interest Payment Date (other than at Maturity) would
otherwise fall on a day that is not a Business Day, such Interest Payment Date
shall be postponed to the next succeeding Business Day, except that, if the Base
Rate specified on the face hereof is LIBOR and such Business Day would fall in
the next
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succeeding calendar month, such Interest Payment Date shall be the immediately
preceding Business Day.
If the Maturity of this Note falls on a day that is not a Business Day, the
required payment of principal, premium (if any) and/or interest will be made on
the next succeeding Business Day as if made on the date such payment was due,
and no interest shall accrue on such payment for the period from and after
Maturity to the date of such payment on the next succeeding Business Day.
The Company has appointed and entered into an agreement with an agent (a
"Calculation Agent") to calculate the interest rates on Floating Rate Notes.
Unless otherwise specified on the face hereof, Bank One Trust Company, N.A.
shall be the Calculation Agent. At the request of the Holder hereof, the
Calculation Agent will provide to such Holder the interest rate then in effect,
and, if determined, the interest rate that will become effective on the next
Interest Reset Date. All determinations of interest rates by the Calculation
Agent shall, in the absence of manifest error, be conclusive for all purposes
and binding on the Holder hereof.
Subject to applicable provisions of law and except as specified herein, on
each Interest Reset Date the rate of interest shall be the rate determined in
accordance with the provisions of the applicable heading below.
Determination of CD Rate
If the Base Rate specified on the face hereof is the CD Rate, this Note
will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CD Rate and any Spread and/or Spread
Multiplier, if any, specified on the face hereof. The "CD Rate" for each
Interest Reset Period shall be:
(1) the rate as of the second Business Day prior to the Interest Reset
Date for such Interest Reset Period (a "CD Rate Determination Date") for
negotiable U.S. dollar certificates of deposit having the Index Maturity
specified on the face hereof, as published in H.15(519) under the caption
"CDs (secondary market)", or
(2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the Calculation Date (as defined below)
pertaining to such CD Rate Determination Date, then the "CD Rate" for such
Interest Reset Period will be the rate on such CD Rate Determination Date
for negotiable U.S. dollar certificates of deposit of the particular Index
Maturity as published in H.15 Daily Update, or other recognized electronic
source used for the purpose of displaying the applicable rate, under the
caption "CDs (secondary market)", or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, then the "CD Rate" for
such Interest Reset Period will be calculated by the Calculation Agent as
the arithmetic
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mean of the secondary market offered rates as of 10:00 A.M., New York City
time, on such CD Rate Determination Date, of three leading nonbank dealers
in negotiable U.S. dollar certificates of deposit in The City of New York
(which may include the agents or their affiliates) selected by the
Calculation Agent for negotiable U.S. dollar certificates of deposit of
major United States money market banks (in the market for negotiable U.S.
certificates of deposit) with a remaining maturity closest to the
particular Index Maturity in an amount that is representative for a single
transaction in that market at that time, or
(4) if the dealers so selected by the Calculation Agent are not
quoting offered rates as mentioned in clause (3), the CD Rate for such
Interest Reset Period will be the CD Rate in effect on such CD Rate
Determination Date, or, if none, the initial Interest Rate.
The "Calculation Date" pertaining to any CD Rate Determination Date shall
be the earlier of (i) the tenth calendar day after such CD Rate Determination
Date or, if such day is not a Business Day, the next Business Day or (ii) the
Business Day immediately before the applicable Interest Payment Date or
Maturity, as the case may be.
Determination of Commercial Paper Rate
If the Base Rate shown on the face hereof is the Commercial Paper Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Commercial Paper Rate and any Spread and/or
Spread Multiplier, if any, specified on the face hereof. The "Commercial Paper
Rate" for each Interest Reset Period will be determined by the Calculation Agent
as:
(1) of the second Business Day prior to the Interest Reset Date for
such Interest Reset Period (a "Commercial Paper Rate Determination Date")
and shall be the Money Market Yield (as defined below) on such Commercial
Paper Rate Determination Date of the rate for commercial paper having the
Index Maturity specified on the face hereof, as published in H.15(519)
under the caption "Commercial Paper--Nonfinancial", or
(2) if the rate referred to in clause (1) is not so published by 3:00
P.M., New York City time, on the Calculation Date (as defined below), then
the "Commercial Paper Rate" for such Interest Reset Period shall be the
Money Market Yield on such Commercial Paper Rate Determination Date of the
rate for commercial paper of the Index Maturity specified on the face
hereof as published in H.15 Daily Update, or such other recognized
electronic source used for the purpose of displaying the applicable rate,
under the caption "Commercial Paper--Nonfinancial", or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, then the "Commercial
Paper Rate" for such Interest Reset Period shall be the Money Market Yield
of the
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arithmetic mean of the offered rates as of 11:00 A.M., New York City time,
on such Commercial Paper Rate Determination Date of three leading dealers
of U.S. dollar commercial paper in The City of New York (which may include
the agents or their affiliates) selected by the Calculation Agent for
commercial paper of the Index Maturity specified on the face hereof placed
for industrial issuers whose bond rating is "AA", or the equivalent, from a
nationally recognized statistical rating organization, or
(4) if the dealers so selected by the Calculation Agent are not
quoting offered rates as mentioned in clause (3), the "Commercial Paper
Rate" for such Interest Reset Period will be the Commercial Paper Rate in
effect on such Commercial Paper Rate Determination Date, or, if none, the
Initial Interest Rate.
"Money Market Yield" shall be a yield calculated in accordance with the
following formula and expressed as a percentage:
Money Market Yield = D x 360 x 100
------------------
360 - (D x M)
where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal, and "M" refers to the actual
number of days in the period for which accrued interest is being calculated.
The "Calculation Date" pertaining to any Commercial Paper Rate
Determination Date shall be the earlier of (i) the tenth calendar day after such
Commercial Paper Rate Determination Date or, if such day is not a Business Day,
the next Business Day or (ii) the Business Day immediately before the applicable
Interest Payment Date or Maturity, as the case may be.
Determination of Federal Funds Rate
If the Base Rate specified on the face hereof is the Federal Funds Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Federal Funds Rate and Spread and/or Spread
Multiplier, if any, specified on the face hereof. The "Federal Funds Rate" for
each Interest Reset Period shall be:
(1) the effective rate on the second Business Day prior to the Interest
Reset Date for such Interest Reset Period (a "Federal Funds Rate
Determination Date") for U.S. dollar federal funds as published in
H.15(519) under the caption "Federal Funds (Effective)" and displayed on
Moneyline Telerate (or any successor service) on page 120 (or any other
page as may replace the specified page on that service) ("Moneyline
Telerate Page 120"), or
(2) if the rate referred to in clause (1) does not so appear on Moneyline
Telerate Page 120 or is not so published by 3:00 P.M., New York City time,
on
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the Calculation Date (as defined below) pertaining to such Federal Funds
Rate Determination Date, the "Federal Funds Rate" for such Interest Reset
Period shall be the rate on such Federal Funds Rate Determination Date for
U.S. dollar federal funds as published in H.15 Daily Update, or such other
recognized electronic source used for the purpose of displaying the
applicable rate, under the caption "Federal Funds (Effective)", or
(3) if the rate referred to in clause (2) is not so published by 3:00
P.M., New York City time, on such Calculation Date, then the "Federal Funds
Rate" for such Interest Reset Period shall be the arithmetic mean of the
rates for the last transaction in overnight U.S. dollar federal funds
arranged by each of three leading brokers of U.S. dollar federal funds
transactions in The City of New York (which may include the agents or their
affiliates) selected by the Calculation Agent prior to 9:00 A.M., New York
City time, on such Federal Funds Rate Determination Date, or
(4) if fewer than three brokers so selected by the Calculation Agent
are not quoting as mentioned in clause (3), the "Federal Funds Rate" for
such Interest Reset Period will be the Federal Funds Rate in effect on such
Federal Funds Rate Determination Date, or, if none, the Initial Interest
Rate.
The "Calculation Date" pertaining to any Federal Funds Rate Determination
Date shall be the earlier of (i) the tenth calendar day after such Federal Funds
Rate Determination Date or, if such day is not a Business Day, the next Business
Day or (ii) the Business Day immediately before the applicable Interest Payment
Date or Maturity, as the case may be.
Determination of LIBOR
If the Base Rate specified on the face hereof is LIBOR, this Note will bear
interest for each Interest Reset Period at the interest rate calculated with
reference to LIBOR and the Spread and/or Spread Multiplier, if any, specified on
the face hereof. If LIBOR is indexed to the offered rates for deposits in a
currency other than U.S. dollars, the method for determining such rate will be
specified on the face hereof. If LIBOR is indexed to the offered rate for U.S.
dollar deposits, "LIBOR" for each Interest Reset Period shall be determined by
the Calculation Agent as follows:
(1) if "LIBOR Moneyline Telerate" is specified on the face hereof or
if neither "LIBOR Reuters" nor "LIBOR Moneyline Telerate" is specified as
the method for calculating LIBOR, the rate for deposits in the LIBOR
Currency having the Index Maturity designated on the applicable LIBOR
Determination Date (defined below) that appears on the Designated LIBOR
Page specified on the face hereof as of 11:00 A.M., London time, on such
LIBOR Determination Date. If fewer than two such offered rates appear, or
if no such rate appears, as applicable, LIBOR in respect of the related
LIBOR Determination Date will be determined in accordance with the
provisions described in clause (3) below, or
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(2) on the second London Business Day prior to the Interest
Reset Date for such Interest Reset Period (a "LIBOR Determination
Date"), if "LIBOR Reuters" is specified on the face hereof, the
arithmetic mean of the offered rates (unless the specified Designated
LIBOR Page by its terms provides only for a single rate, in which case
such single rate shall be used), calculated by the Calculation Agent,
for deposits in the LIBOR Currency having the Index Maturity designated
on the face hereof, commencing on the related Interest Reset Date, that
appear on the Designated LIBOR Page specified on the face hereof as of
11:00 A.M., London time, on such LIBOR Determination Date, if at least
two such offered rates appear (unless, as aforesaid, only a single rate
is required) on such Designated LIBOR Page, or
(3) if fewer than two offered rates appear, or no rate
appears, as the case may be, on such LIBOR Determination Date as
specified in clause (1) or (2), as applicable, with respect to this
LIBOR Note and an Interest Reset Period to which this clause (3)
applies, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank
market (which may include the agents or their affiliates), as selected
by the Calculation Agent, to provide the Calculation Agent with its
offered quotation for deposits in the LIBOR Currency for the period of
the Index Maturity designated on the face hereof, commencing on the
second London Business Day immediately following such LIBOR
Determination Date, to prime banks in the London interbank market at
approximately 11:00 A.M., London time, on such LIBOR Determination Date
and in a principal amount that is representative for a single
transaction in such LIBOR Currency in such market at such time. If at
least two such quotations are provided, LIBOR determined on such LIBOR
Determination Date will be calculated by the Calculation Agent as the
arithmetic mean of such quotations, or
(4) if fewer than two quotations referred to in clause (3) are
provided, LIBOR determined on such LIBOR Determination Date will be
calculated by the Calculation Agent as the arithmetic mean of the rates
quoted at approximately 11:00 A.M. in the applicable Principal
Financial Center, on such LIBOR Determination Date by three major banks
(which may include the agents or their affiliates) in that Principal
Financial Center selected by the Calculation Agent for loans in the
LIBOR Currency to leading European banks, having the Index Maturity
designated on the face hereof and in a principal amount that is
representative for a single transaction in such LIBOR Currency in such
market at such time, provided however, that, or
(5) if the banks so selected by the Calculation Agent are not
quoting as mentioned in clause (4), LIBOR determined as of such LIBOR
Determination Date will be LIBOR in effect on such LIBOR Determination
Date.
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"Designated LIBOR Page" means either (a) if "LIBOR Reuters" is
specified on the face hereof, the display on the Reuters Monitor Money Rates
Service for the purpose of displaying the London interbank rates of major banks
for the applicable LIBOR Currency, or (b) if "LIBOR Moneyline Telerate" is
specified on the face hereof or neither "LIBOR Reuters" nor "LIBOR Moneyline
Telerate" is specified as the method for calculating LIBOR, the display on the
Moneyline Telerate Service for the purpose of displaying the London interbank
rates of major banks for the applicable LIBOR Currency.
"LIBOR Currency" means the currency specified on the face hereof as the
currency for which LIBOR shall be calculated. If no such currency is specified
on the face hereof, the LIBOR Currency shall be U.S. dollars.
"Principal Financial Center" will be the capital city of the country
of the specified currency or LIBOR Currency, except that with respect to
Australian dollars, Canadian dollars, U.S. dollars, Swiss francs and Euro, the
Principal Financial Center shall be Sydney, Toronto, The City of New York,
Zurich and (solely in the case of LIBOR Currency) London, respectively.
Determination of Treasury Rate
If the Base Rate specified on the face hereof is the Treasury Rate,
this Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Treasury Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof. The "Treasury Rate" for each
Interest Reset Period will be:
(1) the rate from the auction ("Auction") held on the Treasury
Rate Determination Date (defined below) for such Interest Reset Period
of direct obligations of the United States ("Treasury Bills") having
the Index Maturity specified on the face hereof, under the caption
"INVESTMENT RATE" on the display on Moneyline Telerate (or any
successor service) on page 56 (or any other page as may replace that
page on that service) ("Moneyline Telerate Page 56") or page 57 (or any
other page as may replace that page on that service) ("Moneyline
Telerate Page 57"), or
(2) if the rate referred to in clause (1) is not so published
by 3:00 P.M., New York City time, on the related Calculation Date (as
defined below) pertaining to such Treasury Rate Determination Date, the
Bond Equivalent Yield of the rate for the applicable Treasury Bills as
published in H.15 Daily Update, or another recognized electronic source
used for the purpose of displaying the applicable rate, under the
caption "U.S. Government Securities/Treasury Bills/Auction High", or
(3) if the rate referred to in clause (2) is not so published
by 3:00 P.M., New York City time, on the Calculation Date, the Bond
Equivalent Yield of the auction rate of the applicable Treasury Bills
as announced by the U.S. Department of the Treasury, or
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(4) if the rate referred to in clause (3) is not so announced
by the U.S. Department of the Treasury, or if the Auction is not held,
the Bond Equivalent Yield of the rate on the Treasury Rate
Determination Date of the applicable Treasury Bills as published in
H.15(519) under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market", or
(5) if the rate referred to in clause (4) is not so published
by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on the Treasury Rate Determination Date of the applicable Treasury
Bills as published in H.15 Daily Update, or another recognized
electronic source used for the purpose of displaying the applicable
rate, under the caption "U.S. Government Securities/Treasury
Bills/Secondary Market", or
(6) if the rate referred to in clause (5) is not so published
by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on the Treasury Rate Determination Date calculated by the
Calculation Agent as the Bond Equivalent Yield of the arithmetic mean
of the secondary market bid rates, as of approximately 3:30 P.M., New
York City time, on the Treasury Rate Determination Date, of three
leading primary U.S. government securities dealers (which may include
the agents or their affiliates) selected by the Calculation Agent, for
the issue of Treasury Bills with a remaining maturity closest to the
Index Maturity specified herein, or
(7), if the dealers so selected by the Calculation Agent are
not quoting as mentioned in clause (6), the Treasury Rate in effect on
such Treasury Rate Determination Date, or, if none, the Initial
Interest Rate.
The "Treasury Rate Determination Date" for each Interest Reset Period
will be the day of the week in which the Interest Reset Date for such Interest
Reset Period falls on which Treasury Bills would normally be auctioned. Treasury
Bills are normally sold at auction on Monday of each week, unless that day is a
legal holiday, in which case the auction is normally held on the following
Tuesday, except that such auction may be held on the preceding Friday. If, as
the result of a legal holiday, an auction is so held on the preceding Friday,
such Friday will be the Treasury Rate Determination Date pertaining to the
Interest Reset Period commencing in the next succeeding week. If an auction date
shall fall on any day that would otherwise be an Interest Reset Date for a Note
whose Base Rate is the Treasury Rate, then such Interest Reset Date shall
instead be the Business Day immediately following such auction date.
The "Calculation Date" pertaining to any Treasury Rate Determination
Date shall be the earlier of (i) the tenth calendar day after such Treasury Rate
Determination Date, or if such day is not a Business Day, the next Business Day
or (ii) the Business Day immediately before the applicable Interest Payment Date
or Maturity, as the case may be.
The "Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:
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Bond Equivalent Yield = D x N x 100
------------
360-(D x M)
where "D" refers to the applicable annual rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.
Determination of Prime Rate
If the Base Rate specified on the face hereof is the Prime Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the Prime Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof. The "Prime Rate" for each
Interest Reset Period will be determined by the Calculation Agent as:
(1) of the second Business Day prior to the Interest Reset
Date for such Interest Reset Period (a "Prime Rate Determination Date")
and shall be the rate published in H.15(519) under the caption "Bank
Prime Loan", or
(2) if the rate referred to in clause (1) is not so published
by 3:00 P.M., New York City time, on the Calculation Date (as defined
below), then the "Prime Rate" for such Interest Reset Period on such
Prime Rate Determination Date shall be as published in H.15 Daily
Update, or such other recognized electronic source used for the purpose
of displaying the applicable rate, under the caption "Bank Prime Loan",
or
(3) if the rate referred to in clause (2) is not so published
by 3:00 P.M., New York City time, on the Calculation Date, then the
"Prime Rate" for such Interest Reset Period on such Prime Rate
Determination Date calculated by the Calculation Agent shall be the
arithmetic mean of the rates of interest publicly announced by each
bank that appears on the Reuters Screen US PRIME 1 Page (as defined
below) as such bank's prime rate or base lending rate as of 11:00 A.M.,
New York City time, on such Prime Rate Determination Date, or
(4) if fewer than four rates referred to in clause (3) are so
published by 3:00 P.M., New York City time, on the related Calculation
Date, the "Prime Rate" will be the rate calculated by the Calculation
Agent on the Prime Rate Determination Date as the arithmetic mean of
the prime rates or base lending rates quoted on the basis of the actual
number of days in the year divided by a 360-day year as of the close of
business on such Prime Rate Determination Date by three major banks
(which may include the agents or their affiliates) in The City of New
York selected by the Calculation Agent, or
(5) if the banks so selected by the Calculation Agent are not
quoting as mentioned in clause (4), the Prime Rate of such Interest
Reset Period will be the
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Prime Rate in effect on such Prime Rate Determination Date, or, if none,
the Initial Interest Rate.
"Reuters Screen US PRIME 1 Page" means the display on the Reuters
Monitor Money Rates Service (or any successor service) on the "US PRIME 1"
page (or any other page as may replace that page on that service) for the
purpose of displaying prime rates or base lending rates of major U.S.
banks.
The "Calculation Date" pertaining to a Prime Rate Determination Date
shall be the earlier of (i) the tenth calendar day after such Prime Rate
Determination Date or, if such day is not a Business Day, the next Business Day
or (ii) the Business Day immediately before the applicable Interest Payment Date
or Maturity, as the case may be.
Determination of CMT Rate
If the Base Rate specified on the face hereof is the CMT Rate, this
Note will bear interest for each Interest Reset Period at the interest rate
calculated with reference to the CMT Rate and the Spread and/or Spread
Multiplier, if any, specified on the face hereof.
Unless otherwise specified on the face hereof, the "CMT Rate" for each
Interest Reset Period will be determined by the Calculation Agent and shall be
the rate:
(1) if CMT Moneyline Telerate Page (as defined below) is 7051, as of the
second Business Day prior to the Interest Reset Date for such Interest
Reset Period (a "CMT Determination Date") is specified hereof:
(a) the percentage equal to the yield for United States
Treasury securities at "constant maturity" having the Index Maturity
specified hereof as published in H.15(519) under the caption "Treasury
Constant Maturities", as the yield is displayed on Moneyline Telerate
(or any successor service) on page 7051 (or any other page as may
replace the specified page on that service) ("Moneyline Telerate Page
7051"), for such CMT Determination Date, or
(b) if the rate referred to in clause (a) does not so appear
on Moneyline Telerate Page 7051, the percentage equal to the yield for
United States Treasury securities at "constant maturity" having the
particular Index Maturity and for such CMT Determination Date as
published in H.15(519) under the caption "Treasury Constant
Maturities", or
(c) if the rate referred to in clause (b) does not so appear
in H.15(519), the rate on such CMT Determination Date for the period of
the particular Index Maturity as may then be published by either the
Federal Reserve System Board of Governors or the United States
Department of the Treasury that the Calculation Agent determines to be
comparable to the rate which would otherwise have been published in
H.15(519), or
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(d) if the rate referred to in clause (c) is not so published,
the rate on such CMT Determination Date calculated by the Calculation
Agent as a yield to maturity based on the arithmetic mean of the
secondary market bid prices at approximately 3:30 P.M., New York City
time, on the Calculation Date relating to such CMT Determination Date
of three leading primary U.S. government securities dealers in The City
of New York (which may include the agents or their affiliates) (each, a
"Reference Dealer"), selected by the Calculation Agent from five
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation, or, in the event of equality, one of the highest,
and the lowest quotation or, in the event of equality, one of the
lowest, for U.S. Treasury securities with an original maturity equal to
the particular Index Maturity, a remaining term to maturity no more
than one year shorter than that Index Maturity and in a principal
amount that is representative for a single transaction in the
securities in that market at that time, or
(e) if fewer than five but more than two of the prices
referred to in clause (d) are provided as requested, the rate on such
CMT Determination Date calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained and neither the highest nor
the lowest of the quotations shall be eliminated, or
(f) if fewer than three prices referred to in clause (d) are
provided as requested, the rate on such CMT Determination Date
calculated by the Calculation Agent as a yield to maturity based on the
arithmetic mean of the secondary market bid prices as of approximately
3:30 P.M., New York City time, on that Interest Determination Date of
three Reference Dealers selected by the Calculation Agent from five
Reference Dealers selected by the Calculation Agent and eliminating the
highest quotation or, in the event of equality, one of the highest and
the lowest quotation or, in the event of equality, one of the lowest,
for U.S. Treasury securities with an original maturity greater than the
particular Index Maturity, a remaining term to maturity closest to that
Index Maturity and in a principal amount that is representative for a
single transaction in the securities in that market at that time, or
(g) if fewer than five but more than two prices referred to in
clause (f) are provided as requested, the rate on such CMT
Determination Date calculated by the Calculation Agent based on the
arithmetic mean of the bid prices obtained and neither the highest nor
the lowest of the quotations will be eliminated, or
(h) if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described in clause (g), the "CMT
Rate" will be the CMT Rate in effect on such CMT Determination Date,
or, if none, the Initial Interest Rate.
(2) if CMT Moneyline Telerate Page is 7052:
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(a) the percentage equal to the one-week or one-month, as
specified hereof, average yield for U.S. Treasury securities at
"constant maturity" having the Index Maturity specified hereof as
published in H.15(519) opposite the caption "Treasury Constant
Maturities", as the yield is displayed on Moneyline Telerate (or any
successor service) (on page 7052 or any other page as may replace the
specified page on that service) ("Moneyline Telerate Page 7052"), for
the week or month, as applicable, ended immediately preceding the week
or month, as applicable, in which the CMT Determination Date falls, or
(b) if the rate referred to in clause (a) does not so appear
on Moneyline Telerate Page 7052 by 3:00 P.M., New York City time, on
the related Calculation Date, the percentage equal to the one-week or
one-month, as specified herein, average yield for U.S. Treasury
securities at "constant maturity" having the particular Index Maturity
and for the week or month, as applicable, preceding the CMT
Determination Date as published in H.15(519) opposite the caption
"Treasury Constant Maturities," or
(c) if the rate referred to in clause (b) does not so appear
in H.15(519) by 3:00 P.M., New York City time, on the related
Calculation Date, the one-week or one-month, as specified herein,
average yield for U.S. Treasury securities at "constant maturity"
having the particular Index Maturity as otherwise announced by the
Federal Reserve Bank of New York for the week or month, as applicable,
ended immediately preceding the week or month, as applicable, in which
such CMT Determination Date falls, or
(d) if the rate referred to in clause (c) is not so published
by 3:00 P.M., New York City time, on the related Calculation Date, the
rate on such CMT Determination Date calculated by the Calculation Agent
as a yield to maturity based on the arithmetic mean of the secondary
market bid prices at approximately 3:30 P.M., New York City time, on
that CMT Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation, or, in the
event of equality, one of the highest, and the lowest quotation or, in
the event of equality, one of the lowest, for U.S. Treasury securities
with an original maturity equal to the particular Index Maturity, a
remaining term to maturity no more than one year shorter than that
Index Maturity and in a principal amount that is representative for a
single transaction in the securities in that market at that time, or
(e) if fewer than five but more than two of the prices
referred to in clause (d) are provided as requested, the rate on the
particular CMT Determination Date calculated by the Calculation Agent
based on the arithmetic mean of the bid prices obtained and neither the
highest nor the lowest of the quotations shall be eliminated, or
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(f) if the Calculation Agent cannot obtain three prices
referred to in clause (d), the "CMT Rate" for such Interest Reset
Period shall be calculated by the Calculation Agent and will be a yield
to maturity based on the arithmetic mean of the secondary market bid
prices as of approximately 3:30 P.M., New York City time, on that CMT
Determination Date of three Reference Dealers selected by the
Calculation Agent from five Reference Dealers selected by the
Calculation Agent and eliminating the highest quotation or, in the
event of equality, one of the highest and the lowest quotation or, in
the event of equality, one of the lowest, for U.S. Treasury securities
with an original maturity of the number of years that is the next
highest to the Index Maturity specified on the face hereof and a
remaining term to maturity closest to the Index Maturity specified on
the face hereof and in an amount of at least $100 million, or
(g) if fewer than five but more than two Reference Dealers are
quoting as referred to in clause (f), then the CMT Rate will be
calculated by the Calculation Agent based on the arithmetic mean of the
offer prices obtained and neither the highest or the lowest of the
quotations will be eliminated, or
(h) if fewer than three Reference Dealers selected by the
Calculation Agent are quoting as described in clause (g), the "CMT
Rate" will be the CMT Rate in effect on such CMT Determination Date, or
if none, the Initial Interest Rate.
If two U.S. Treasury securities with an original maturity greater than
the Index Maturity specified hereof have remaining terms to maturity equally
close to the particular Index Maturity, the quotes for the U.S. Treasury
security with the shorter original remaining term to maturity will be used.
"CMT Moneyline Telerate Page" means the display on the Moneyline
Telerate Service on the page designated on the face hereof (or any other page as
may replace such page on that service for the purpose of displaying Treasury
Constant Maturities as reported in H.15(519)). If no such page is specified on
the face hereof, the CMT Moneyline Telerate Page shall be 7052, for the most
recent week.
The "Calculation Date" pertaining to any CMT Determination Date shall
be the earlier of (i) the tenth day after such CMT Determination Date or, if
such day is not a Business Day, the next Business Day or (ii) the Business Day
immediately before the applicable Interest Payment Date or Maturity, as the case
may be.
If this Note is a Global Security, ownership of beneficial interests
herein will be limited to participants in DTC or persons that hold interests
through such participants, and the transfer of beneficial interests herein will
be effected only through records maintained by DTC (and with respect to
interests of participants in DTC) and by participants in DTC or persons that may
hold interests through such participants (with respect to persons other than
participants in DTC).
R-19
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations, as requested by the Person
surrendering the same.
If this Note is a Global Security, this Note is exchangeable only if
(x) DTC notifies the Company that it is unwilling or unable to continue as
depositary for this Note or if at any time DTC ceases to be in good standing
under the Securities Exchange Act of 1934, as amended, and the Company does not
appoint a successor depositary within 90 days after the Company receives such
notice or becomes aware that DTC is no longer in good standing; or (y) the
Company in its sole discretion determines that this Note shall be exchanged for
Certificated Notes in definitive form, provided that the definitive Notes so
issued in exchange for this Note shall be in authorized denominations and be of
like aggregate principal amount and tenor and terms as the portion of this Note
to be exchanged. Except as provided above, owners of beneficial interests in
this Note (if a Global Security) will not be entitled to have this Note or Notes
represented by this Note registered in their names or receive physical delivery
of Notes in definitive form and will not be considered the Holders hereof for
any purpose under the Indenture.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is transferable on the Debt Security register of the
Company, upon surrender of this Note for registration of transfer at the offices
or agencies as may be designated and maintained by the Company for such purpose
in accordance with the provisions of the Indenture, duly endorsed by or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Debt Security registrar, duly executed by the Holder hereof or
his attorney duly authorized in writing, and thereupon one or more new Notes of
this series, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
As provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal amount of
Notes of different authorized denominations, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for purposes of receiving payment as herein provided and for all other purposes,
whether or not this Note be overdue, and neither the Company, the Trustee nor
any such agent shall be affected by notice to the contrary.
If an Event of Default shall occur and be continuing with respect to
the Notes, the unpaid principal of all Notes may be declared due and payable in
this manner and with the effect provided in the Indenture.
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The Indenture contains provisions permitting the Company and the
Trustee, with the consent of the Holders of not less than 66 2/3% in aggregate
principal amount of each series of the Debt Securities at the time outstanding
(as defined in the Indenture) to be affected (each series voting as a class),
evidenced as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any
manner the rights of the Holders of the Debt Securities of all such series;
provided, however, that no such supplemental indenture shall, among other
things, (i) extend the fixed maturity of any Debt Security, or reduce the rate
or extend the time of payment of interest thereon, or reduce the principal
amount or premium if any, thereon, or make the principal thereof, or premium if
any, or interest, if any, thereon payable in any coin or currency other than
that hereinabove provided, without the consent of the Holder of each Debt
Security so affected or reduce the amount of principal of an Original Issue
Discount Security that would be due and payable upon acceleration of maturity
thereof, or (ii) reduce the aforesaid percentage of Debt Securities the Holders
of which are required to consent to any such supplemental indenture, without the
consent of Holders of each Debt Security so affected. The Indenture also
contains provisions permitting the Holders of a majority in aggregate principal
amount of the Notes at the time Outstanding, as defined in the Indenture, on
behalf of the Holders of all the Notes, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Notes issued upon the transfer hereof or in
exchange therefor or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note or upon any Note issued upon the transfer hereof
or in exchange therefor or in lieu hereof.
No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, places and rate, and in the coin and currency, herein prescribed.
No recourse shall be made for the payment of the principal of or the
interest on this Note or for any claim based herein or otherwise in any manner
in respect hereof, or in respect of the Indenture, against any incorporator,
stockholder, officer or director, as such past, present or future, of the
Company or of any predecessor or successor corporation, whether by virtue of any
constitutional provision or statute or rule or law, or by the enforcement of any
assessment or penalty or in any other manner, all such liability being expressly
waived and released by the acceptance hereof and as part of the consideration
for the issue hereof.
All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
R-21
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM -as tenants in common UNIF GIFT MIN ACT- ______Custodian
_________________________________________
TEN ENT -as tenants by the entireties __________(Cust) ________(Minor)
JT ENT -as joint tenants with right of Under Uniform Gifts to Minors Act
survivorship and not as tenants
in common ________________
(State)
Additional abbreviations may also be used though not in the above list
----------------------------------------------------------------------------
OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably requests and instructs the Company
to repay $__________ principal amount of the within Note, pursuant to its terms,
on the "Optional Repayment Date" first occurring after the date of receipt of
the within Note as specified below, together with interest thereon accrued to
the date of repayment, to the undersigned at:
____________________________________________________________
____________________________________________________________
(Please Print or Type Name and Address of the Undersigned)
and to issue to the undersigned, pursuant to the terms of the Indenture, a new
Note or Notes representing the remaining principal amount of this Note.
For this Option to Elect Repayment to be effective, this Note with the
Option to Elect Repayment duly completed must be received by the Company within
the relevant time period set forth above at its office or agency in the Borough
of Manhattan, the City and State of New York, located initially at the office of
the Registrar at Bank One Trust Company, N.A./First Chicago Trust Company of New
York, 14 Wall Street - 8th Floor, Window 2, New York, New York 10005, Attention:
Corporate Trust Administration.
Dated: ___________ _____________________________________________________
Note: The signature to this Option to Elect Repayment
must correspond with the name as written upon the
face of the within Note in every particular without
alteration or enlargement or any change whatsoever.
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto
Please Insert Social Security or Other
Identifying Number of Assignee
____________________________________________________________
____________________________________________________________
Please Print or Typewrite Name and Address of Assignee
____________________________________________________________
the within Instrument of McDONALD'S CORPORATION and all rights thereunder,
hereby does irrevocably constitute and appoint
___________________________________________Attorney
to transfer such Note on the books of McDONALD'S CORPORATION with full power of
substitution in the premises.
Dated:
---------------------------
------------------------------------
Signature
NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the Note in every particular, without alteration or
enlargement or any change whatsoever.
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